General conditions

The purpose of our general conditions is to establish legal responsibilities, obligations, authority, and rights of the parties involved in the project.
Covered provisions:

General Clause

All orders imply the complete acceptance without reserve of these General Conditions which shall prevail over any General Conditions of the Client.

Definitions

The capitalized terms listed in this section (Definitions) shall have the following meanings:
Client
The individual or the company/organisation defined in the SPA.
Contractor
Luc Masson, on behalf of Attitudeweb
90/04 avenue de Broqueville, 1200 Brussels, Belgium
VAT: BE758328083
Parties
The Client and the Contractor
Contract
These General Conditions, the Services Provision Agreement (SPA) and its Annexes.
Intellectual Property Rights
Any and all now known or hereafter known tangible and intangible rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, trademark and trade name rights and similar rights, trade secret rights, patents, designs, algorithms and other industrial property rights, all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, "rental" rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).
Content
The elements and/or data (such as images, photographs, texts, logos, files, graphs, video films, data bases, Software...) selected and provided by the Client, and incorporated in the Web Site by the Contractor.
Work Product
All files, technology, scripts and programs, both in object code and source code form, and all Documentation prepared for Client by Contractor in accordance with the terms of the Agreement.
HTML
The series of commands for formatting Web Pages known as HyperText Markup Language, and shall include any current and future extensions thereto, whether or not the extensions are commonly viewed as official.
Documentation
Written or typed materials that relate to Code, including materials useful for design such as logic manuals, flow charts, and principles of operation that may be developed by Contractor in the course of its performance under the SPA.
Enhancements
Changes or additions to Code and related Documentation.
Web Page
A document or file that is formatted using HTML and that is intended to be accessible by Internet users with a Web Browser.
Web Site
A series of interconnected Web Pages residing in a single directory on a single Web Server.
Outside Web Site
Any Web Page or other material that can be accessed using a Web Browser and that is not part of Client's Web Site.
Web Server
The computer or computers that Client uses to make Web Sites accessible to Internet users approximately 24 hours per day.
World Wide Web
All of the Web Pages that are accessible to a typical computer user with appropriate access to the Internet and a Web Browser.
Internet
The world-wide network of computers commonly understood to provide some or all of the following features, among others: electronic mail, file transfers through File Transfer Protocol (FTP), World Wide Web access...
Web Browser
Software designed to allow interactive access to the World Wide Web (and in some cases to other Internet resources as well), including, without limitation, Internet Explorer and Netscape Navigator.
Software
The softwares used for the operation, update and/or hosting of the Web Site and which are not created especially for the Client.
Deliverables
All Work Product and other materials developed by Contractor in the course of its performance under the SPA, and any other items necessary for the operation of Client's Web Site (other than third-party operating system software, third-party networking software, Web Browsers, and hardware), including all Enhancements thereto.
Specifications
Client's requirements set forth in Annexe, as amended or supplemented in accordance with the Agreement.
Milestone Delivery Schedule
The schedule for development of the work set forth in Annexe, as amended or supplemented in accordance with the Agreement
Derivative Work
A work that is based upon one or more pre-existing works, such as a revision, modification, translation, abridgment, condensation, expansion, or any other form in which such pre-existing works may be recast, transformed, or adapted (including by linking a pre-existing work into the Derivative Work so that a Web Browser would display the pre-existing work within the Derivative Work), and that, if prepared without authorization of the owner of the copyright in such pre-existing work, would constitute a copyright infringement. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work.
Error
Any error, problem, or defect resulting from an incorrect functioning of Code, information displayed on a Web Page that does not conform to the information provided by Client, incorrect sequencing of Web Pages, or any failure of the Deliverables to meet specifications.

Contract Coordinators

Both Parties shall designate the name, address, telephone number, fax number, and e-mail address of a Contract Coordinator. The Contract Coordinator of both Parties shall be responsible for arranging all meetings, visits, and consultations between the Parties, and for the transmission and receipt of Deliverables and technical information between the Parties. The Contract Coordinators shall also be responsible for receiving all notices under the SPA and for all administrative matters such as invoices, payments, and amendments. The Parties' Contract Coordinators will be available Monday through Friday, 9:00am to 5:00pm, excluding the lunch hour and a reasonable number of days spent out of the office, and will endeavour to respond within one business day of receipt of any requests for information or requests for decisions that are communicated "live" by telephone between the Contract Coordinators (not over voice mail) or that are communicated by e-mail received and read by the party's Contract Coordinator during those hours.

Changes

Change Orders
Changes in the SPA or in any of the Specifications or Deliverables under the Agreement shall become effective only when a written change request is executed by Client and Contractor. Change requests that do not substantially affect the nature of Deliverables, their performance or functionality, and that do not cumulatively extend the due date of the Deliverables by more than five (5) days or cumulatively increase the Euro amount of the Agreement by more than 5% may be requested and/or accepted by the Parties if in writing. Client may not decline any change requests that increase the cost or magnitude of performance, provided that the changes are reasonable in scope and a commensurate increase in compensation is fixed.
Sufficient Writings
A written Change Order shall ordinarily be typewritten on paper and signed by the authorized representative of each of the Parties. For purposes of this Section (Changes) only, however, an electronic mail message sent by the Client's Contract Coordinator or by Contractor's Contract Coordinator to each of the other such Parties simultaneously, and an electronic mail message response thereto sent to each of the other such parties simultaneously, shall constitute a sufficient writing only if: the electronic mail message setting forth the proposed Change Order explicitly and prominently states that it is "Proposed Change Order Number [insert number here] pursuant to this Section (Changes) of the SPA" (using that exact language but substituting a number for the phrase "[insert number here]"); the responding electronic mail message explicitly and prominently states that it is an "Acceptance of Proposed Change Order Number [insert number here] pursuant to this Section (Changes) of the SPA" (using that exact language but substituting a number for the phrase "[insert number here]"); the author of the responding electronic mail message is an individual authorized pursuant to this Section (Changes) to accept a Change Order of that nature; the responding electronic mail message clearly refers to only one specific electronic mail message to which it is responding; the terms of the Change Order, including the work to be done, the timing for that work, and the price for that work, are evident on the face of the two electronic mail messages without reference to any outside materials including, without limitation, other mail messages, Web Pages, Documentation, or the like; and the two electronic mail messages reflect complete agreement among the Parties on all points mentioned in each electronic mail message. If a series of more than two mail messages leads to agreement between the parties with respect to subject matter that should be written up as a Change Order, the agreement reflected in those mail messages shall not be binding on either party unless and until placed in writing in accordance with the terms of this Section (Changes).

Notice of Delay

Contractor agrees to notify Client promptly of any factor, occurrence, or event coming to its attention that may affect Contractor's ability to meet the requirements of the Agreement, or that is likely to occasion any material delay in delivery of Deliverables including, without limitation, any loss or reassignment of key employees, threat of strike, or major equipment failure.

Web Hosting

The Client understands that any web hosting services require a separate contract with a web hosting company. The Client agrees to select a web hosting company which allows Contractor full access to the Web Site and a CGI-bin directory via FTP. The Client further understands that if the web hosting company's operating system is not a Unix system, standard CGI software may not work, and providing a substitute may incur additional charges.

Compensation

Total Price
The total price for all of the work set forth in the Agreement shall be written in the SPA. The price covers all work of whatever nature on Client's Web Site contemplated in the Agreement (excluding Web Hosting).
Invoicing
When both parties have signed the SPA, Client will forward to Contractor a check in the amount of 50%, made payable to Contractor. Thereafter, Contractor shall invoice Client on a bi-weekly basis for the amount of work done. The Client shall pay the Contractor the final invoice of 10% when the work rendered pursuant to the Agreement conforms fully to the Specifications. If the total amount of the Agreement is less than 1.000 Euro, the total amount shall be paid upon signing the Agreement. All payments are due fifteen (15) days after receipt of a properly payable invoice. Delinquent invoices shall be assessed a 50 Euro charge and an additional 5% penalty shall be added for each month of delinquency. TVA shall be charged at 21%.
Expenses
The prices set forth above are inclusive of expenses. Except as expressly agreed otherwise in writing by Client, Contractor shall bear all of its own expenses arising from its performance of its obligations under the Agreement, including (without limitation) expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies, and the like. Client shall have no obligation to provide office space, work facilities, equipment, clerical services, programming services, or the like.
Records and Audit
Contractor shall maintain complete and accurate accounting records to substantiate Contractor's charges on each invoice. Contractor shall preserve such records for a period of at least one year after completion of the pertinent work. Client shall have access to such records for purposes of audit, either through its own representatives or through an accounting firm selected and paid by Client. Any such review of Contractor's records shall be conducted at reasonable times during business hours.
Partial Payment in the Event of Termination
If the Agreement is terminated for any reason, Contractor shall be entitled to payment for work done up to the date of termination that conforms to specifications.

Confidentiality

Contractor shall treat the project as confidential. After Client has approved its final Web Site, however, Contractor may list Client as a client of Contractor and may include a link to Client's Web Site on Contractor's Web Site.
Confidential Information of Client
From time to time Client may provide its own confidential business and technical information to Contractor in connection with the work to be performed by Contractor hereunder. Such information shall be designated as confidential upon or prior to disclosure by Client. In addition, the preparation and specifications of the Deliverables shall in all instances be treated as confidential, unless and until disclosed publicly by Client. Contractor shall use its best efforts to prohibit any use or disclosure of Client's confidential information, except as necessary to perform work hereunder.
Competition
Contractor shall be free during and after the development of Client's Web Site to develop Web Sites for any other client.

Reports and Visits

Bi-Weekly Reports
With each bi-weekly invoice, Contractor shall provide to Client a short written report of the progress of the work to date, any anticipated problems (resolved or unresolved), and any indication of delay in fixed or tentative schedules.
Site Visits
Contractor shall, from time to time and upon reasonable notice, allow access to its premises by Client for purposes of project review and discussions between Client and Contractor's management and personnel concerning the status and conduct of work being performed hereunder.

Ownership and Intellectual Property

Ownership
As between Contractor and Client, any Content given to Contractor by Client under the Agreement or otherwise shall at all times remain the property of Client or its licensor. Contractor shall have no rights in such Content other than the limited right to use such content for the purposes expressly set forth in the Agreement. Copyright to the finished assembled work of Web Pages produced by Contractor is owned by Contractor. Upon final payment of the Agreement, Client is assigned rights to use as a Web Site the elements contained in the finished assembled Web Site. Rights to photos, graphics, source code, work-up files, computer programs, and other elements are specifically not transferred and remain the property of their respective owners. Contractor and its Subcontractors retain the right to display design elements as examples of their work in their respective portfolios.
Work Product Warranties
Contractor warrants that any Work Product shall not: infringe on the Intellectual Property Rights of any third party or any rights of publicity or privacy; violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); be defamatory, trade libellous, unlawfully threatening or unlawfully harassing; be obscene, child pornographic or indecent; and contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
Indemnification/No Infringement
In performing services under the Agreement, Client agrees not to provide to Contractor any items that infringe one or more patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy or other rights of any person or entity. If Client becomes aware of any such possible infringement in the course of performing any work hereunder, Client shall immediately so notify Contractor in writing. Client agrees to indemnify, defend, and hold Contractor, its partners, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to the Agreement, the performance of the Agreement, or the Deliverables. The indemnification shall include attorneys' fees and expenses.

Subcontractors

Contractor may assign, transfer, subcontract, or sublicense all or any portion of the Agreement to insure the right fit for the work as well as on-time completion. Contractor shall remain responsible for the performance of delegated duties.

Representations and Warranties

Contractor makes the following representations and warranties for the benefit of Client, as a present and ongoing affirmation of facts in existence at all times when the Agreement is in effect:
No Conflict
Contractor represents and warrants that it is under no obligation or restriction, nor will it assume any such obligation or restriction that does or would in any way interfere or conflict with, or that does or would present a conflict of interest concerning, the work to be performed by Contractor under the Agreement. Client understands that Contractor is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Contractor's obligations under the Agreement, those projects shall not constitute a violation of this provision of the Agreement.
Ownership Rights
Client represents to Contractor and unconditionally guarantees that the Content (such as: text, graphics, photos, designs, trademarks, artwork...) furnished to Contractor for inclusion in Web Pages are owned by the Client, or that the Client has permission from the rightful owner to use this Content, and will hold harmless, protect, and defend Contractor and its Subcontractors from any claim or suit arising from the use of this Content. Copyright to the finished assembled work of Web Pages produced by Contractor is owned by Contractor. Client is assigned rights to use as a Web Site the design, graphics, and text contained in the finished assembled Web Site.
Conformity, Performance, and Compliance
Contractor represents and warrants that all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; all Deliverables will conform to the Specifications set forth in the Agreement; all Deliverables will conform to the standard developed by the World Wide Web Consortium (www.w3c.org); and Contractor will perform all work called for by the Agreement in compliance with applicable laws.
Shadow Site, Acceptance
Contractor shall make available Deliverable on a password protected server for Client's review and acceptance. Client shall have five (5) working days to review and evaluate the Deliverable to assess whether it meets the Specifications. Contractor will repair any Deliverable that does not meet this warranty within two (2) business days, said repairs to be free of charge to Client. This warranty shall extend for a period of three (3) months following Client's acceptance of its final Web Site. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Contractor.
Liability
In no event shall Contractor be liable to Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the Client's Web Site, even if Contractor has been advised of the possibility of such damages. If any provision of the Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions.
Laws Affecting Electronic Commerce
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Contractor and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client's exercise of Internet electronic commerce.

Term and Termination

Term of Agreement
The Agreement shall be effective as of the date written in the SPA and shall remain in force for an unlimited period, unless otherwise terminated as provided herein.
Termination
Client may terminate the Agreement with or without cause on thirty (30) days written notice to Contractor. Upon receipt of notice of such termination, Contractor shall inform Client of the extent to which performance has been completed through such date, and collect and deliver to Client whatever Deliverables then exist. Contractor shall be paid for all work performed through the date of termination as specified.
No Fault Termination
If Client terminates the Agreement without cause, then in addition to all amounts due to Contractor, Client shall also pay Contractor a fee of 25 percent of the total Euro amount of the extent to which performance has not been completed.
For Cause Termination
Both Parties may terminate the Agreement for Good Cause. For purposes of the Agreement, Good Cause shall be deemed to include breach by the other party; a bankruptcy filing by the other party or appointment of a receiver to handle the affairs of the other party; and acts of God which render performance of the Agreement impossible or of no value. Such termination for cause shall be made by written notice of termination, effective immediately upon delivery to the other party.
Restriction on Employment
Client agrees that it will not solicit for hire or retention as an independent contractor any collaborator of Contractor with whom Client may have contact during one year following the term of the Agreement.

Miscellaneous

Force Majeure
Either party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party; provided that, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause of such delay or failure.
No Agency
Contractor, in rendering performance under the Agreement, is acting and shall act solely as an independent contractor. Client does not undertake by the Agreement or otherwise to perform any obligation of Contractor, whether by regulation or contract. In no way is Contractor to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of the Agreement notwithstanding.
Multiple Counterparts
The Agreement may be executed in several counterparts, all of which taken together shall constitute one single Agreement between the parties.
Authority to Enter into Agreement
The Parties and their representatives signing the Agreement hereby acknowledge and represent that the representatives signing the Agreement are duly authorized agents of the Parties hereto and are authorized and have full authority to enter into the Agreement on behalf of the Parties for whom they are signing.
Section Headings; Annexes
The section and subsection headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof. The Annexes referred to herein and attached hereto, or to be attached hereto, are incorporated herein to the same extent as if set forth in full herein.
Governing Law
The laws of Belgium shall govern the validity of the Agreement, the construction of its terms and the interpretation of the rights and duties of the Parties hereto.
Neutral Construction
The Parties to the Agreement agree that the Agreement is negotiated fairly between them at arm's length and that the final terms of the Agreement are the product of the parties' negotiations. Each party warrants and represents that it has sought and received legal counsel of its own choosing with regard to the contents of the Agreement and the rights and obligations affected hereby. The parties agree that the Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of the Agreement therefore should not be construed against a party or Parties on the grounds that the party or Parties drafted or was more responsible for drafting the provision(s).
Unenforceability
If any provision of the Agreement or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable or invalid for any reason, then provided that the essential consideration for entering into the Agreement on the part of any party is not unreasonably impaired, such provision or portion thereof shall be modified or deleted in such manner as to render the Agreement as modified legal and enforceable to the maximum extent permitted under applicable laws.
Time of the Essence
Time is of the essence to the performance of the parties' obligations under the Agreement. Both Parties shall work together to complete the work in a timely manner.